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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 5, 2025
BEELINE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38182 | 20-3937596 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
188 Valley Street, Suite 225
Providence, RI 02909
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (888) 810-5760
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.0001 par value | BLNE | The Nasdaq Stock Market LLC | ||
| (Title of Each Class) | (Trading Symbol) | (Name of Each Exchange on Which Registered) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On September 5, 2025, the Company issued a letter to the shareholders, a copy of which is furnished as Exhibit 99.1 of this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference |
Filed or Furnished |
|||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 99.1 | Letter to the Shareholders dated September 5, 2025 | Furnished | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 5, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||
Exhibit 99.1
Beeline to Present at Centurion One Capital Summit in the Bahamas as Insider Buying Accelerates
Providence, Rhode Island – September 5, 2025 – Beeline Holdings, Inc. (NASDAQ: BLNE) (“Beeline” or the “Company”), the fast-growing digital mortgage platform redefining the path to homeownership, today announced it will present at the Centurion One Capital Summit in the Bahamas on October 28–29, 2025.
This presentation is part of Beeline’s broader initiative to engage the investment community and showcase the Company’s growth strategy. Members of the executive team — Nick Liuzza, CEO and Co-Founder; Chris Moe, CFO; and Jessica Kennedy, COO — will participate in the summit to highlight Beeline’s vision, execution, and long-term market opportunity.
“We believe Beeline is uniquely positioned as the real estate market continues to normalize,” said Nick Liuzza, CEO and Co-Founder of Beeline. “Our story is compelling, but what excites us most is how consistently we’ve executed against our vision. We look forward to sharing this with investors — and we think they’ll love what they hear.”
This announcement follows a recent wave of insider buying, underscoring management’s confidence in Beeline’s trajectory. Over the past week:
| ● | Jessica Kennedy, COO, purchased 100,000 shares | |
| ● | Chris Moe, CFO, purchased 20,000 shares | |
| ● | Tiffany Milton, Chief Accounting Officer, purchased 10,000 shares | |
| ● | Nick Liuzza, CEO, added 3,000 shares to his holdings, bringing his total investment to more than $16 million |
Beeline’s executive team has long emphasized that they “sit with shareholders.” These latest purchases further demonstrate management’s alignment with investors and conviction in Beeline’s future.
Investors interested in learning more about Beeline are encouraged to attend the Centurion One Capital Summit and visit the Company’s Investor Relations page for future presentations and updates.
About Beeline Holdings, Inc.
Beeline Holdings, Inc. is a trailblazing mortgage fintech transforming the way people access property financing. Through its fully digital, AI-powered platform, Beeline delivers a faster, smarter path to home loans—whether for primary residences or investment properties. Headquartered in Providence, Rhode Island, Beeline is reshaping mortgage origination with speed, simplicity, and transparency at its core.
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ir@makeabeeline.com
Media – Contact
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